Investment Company Act of 1940 - Section 3 and 7
Exelon Corporation

September 13, 2007

RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF INVESTMENT MANAGEMENT

Our Ref. No. 200789148
Exelon Corporation
File No. 132-3

Based upon the facts and representations contained in your September 12, 2007 letter, we would not recommend enforcement action to the Securities and Exchange Commission against Exelon Corporation ("Exelon"), Exelon Generation Company, LLC ("Generation"), or the Decommissioning Trusts (as defined in your letter) under Section 7 of the Investment Company Act of 1940 ("Investment Company Act") if Exelon, Generation, and the Decommissioning Trusts operate in the manner described in your letter without registration as investment companies under the Investment Company Act. Because our position is based on the facts and representations in your letter, you should note that any different facts or representations may require a different conclusion. This response expresses our views on enforcement action only and does not express any legal conclusion on the issues presented.